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Catalyst Fund Limited Partnership II Continues to Organize Opposition to Consent Solicitation by IMAX Corporation.


Catalyst Retains International Law Firm of Brown Rudnick Berlack Israels LLP LLP - Lower Layer Protocol  To Represent It in Its Opposition

TORONTO -- Catalyst Fund Limited Partnership II, a significant holder of 9.625% Senior Notes Due 2010 issued by IMAX IMAX
Noun

a film projection process that produces an image ten times larger than standard
 Corporation (the "Senior Notes"), continues to organize opposition to IMAX's consent solicitation Consent Solicitation

A solicitation by one party to the stakeholders of a particular security for the consent of a material change.

Notes:
Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with
 seeking waiver The voluntary surrender of a known right; conduct supporting an inference that a particular right has been relinquished.

The term waiver is used in many legal contexts.
 of certain reporting defaults and a related amendment of the bond indenture Bond indenture

Contract that sets forth the promises of a bond issuer and the rights of investors.


bond indenture

See indenture.
. Discussions are ongoing among holders of approximately 50% of the face amount of the Senior Notes with respect to opposing the consent solicitation. Moreover, Catalyst has engaged Brown Rudnick Berlack Israels LLP to represent it in its opposition to the consent solicitation. Brown Rudnick will host an organizational conference call of noteholders on Tuesday, April 10, 2007, at 5:00 p.m. (ET). Interested noteholders should contact Brown Rudnick, by calling or writing to Robert J. Stark, 212-209-4862, rstark@brownrudnick.com; or Steven Pohl, 617-856-8594, spohl@brownrudnick.com.

Previously, Catalyst announced its opposition to the consent solicitation and the fact that it is working with a group of bondholders (the "Opposing Bondholders") to ensure that serious issues attendant to the consent solicitation, and IMAX's financial reporting failures, are addressed. The Opposing Bondholders are most concerned that the impact of financial restatements that will be required is not yet disclosed, and will further deteriorate de·te·ri·o·rate
v.
1. To grow worse in function or condition.

2. To weaken or disintegrate.
 the credit quality of the Senior Notes.

On April 3, 2007, IMAX Corporation formally commenced the consent solicitation, by which it seeks waivers and amendments of the indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading.

The term indenture primarily describes secured contracts and has several applications in U.S. law.
 governing the Senior Notes in order to extend until May 31, 2007 (or, at its election, until June 30, 2007) its deadline to file its annual report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the year ended December 31, 2006, and other required reports.

As described in Catalyst's prior media release, the Opposing Bondholders contend there are at least two substantive flaws in the consent solicitation, and at least three procedural concerns. The Opposing Bondholders contend that the waiver and amendment sought are broader than portrayed by IMAX in public statements. Specifically, the definition of the waiver, which is set forth nearly halfway through the consent solicitation document, purports to waive To intentionally or voluntarily relinquish a known right or engage in conduct warranting an inference that a right has been surrendered.

For example, an individual is said to waive the right to bring a tort action when he or she renounces the remedy provided by law for such
 "any Past Default or Event of Default" arising from IMAX's failure to comply with the reporting obligations set forth in Section 1019 of the indenture. Given that the company has acknowledged potential accounting problems spanning six or more years, it is unclear whether the waiver would cover not only current reporting problems, but also defaults in prior reporting. The Opposing Bondholders contend that the scope of any potential waiver and amendment should be clarified so as to be limited to IMAX's current reporting defaults in connection with its Annual Report on Form 10-K for the period ended December 31, 2006, as well as to shorten the time that IMAX has requested to make its filing.

The Opposing Bondholders also contend that the proposed 1% consent fee is insufficient even if the waiver and amendment are limited to the current reporting obligations.

The Opposing Bondholders also intend to explore potential wrongdoing wrong·do·er  
n.
One who does wrong, especially morally or ethically.



wrongdo
 by IMAX in connection with the company's delay in advising noteholders of IMAX's inability to meet its reporting deadlines. On March 16, 2007, the company filed with the Securities and Exchange Commission a Form 12b-25 Notification of Late Filing, indicating that its Form 10-K filing was expected to be made within a 15-day grace period. Despite that, only days later, IMAX apparently sought a waiver under its bank credit agreement, prior to advising the noteholders or the public that it would be unable to file its Form 10-K within the 15-day grace period. IMAX's actions raise serious questions, both in respect of the veracity veracity (vras´itē),
n
 of the company's statements in its initial 12b-25 Notification and its subsequent failure promptly to notify the market of its inability to meet its deadlines.

The Opposing Bondholders also intend to challenge IMAX's solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of support for its consent solicitation prior to formally announcing or commencing the consent solicitation process, and note that IMAX has not publicly disclosed all the terms and conditions of the agreements that it has reached with other noteholders. The Opposing Bondholders also have concerns about the company's knowledge of its reporting problems when it recently negotiated compensation for its co-chief executive officers.
COPYRIGHT 2007 Business Wire
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Copyright 2007, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Apr 9, 2007
Words:702
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